Common use of Computation of Adjusted Exercise Price Clause in Contracts

Computation of Adjusted Exercise Price. Except as hereinafter -------------------------------------- provided, in the event the Company shall at any time after the date hereof issue or sell any shares of Common Stock including shares held in the Company's treasury (other than (i) the issuances or sales referred to in Section 9.7 hereof, (ii) shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock, or (iii) shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock), for a consideration per share less than the Market Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) equal to the quotient derived by dividing (i) an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the issuance or sale of such shares, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, and (b) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (ii) the total number of shares of Common Stock outstanding immediately after such issuance or sale; provided, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 9.3 hereof. For the purposes of this Section 9 the term Exercise Price shall mean the Exercise Price per share of Common Stock set forth in Section 7 hereof, as adjusted from time to time pursuant to the provisions of this Section 9. For the purposes of any computation to be made in accordance with this Section 9.1, the following provisions shall be applicable:

Computation of Adjusted Exercise Price. Except as hereinafter -------------------------------------- provided, in the event case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in subparagraph (g) of this section 8), including shares held in the Company's treasury (other than (i) the issuances or sales referred to in Section 9.7 hereof, (ii) and shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock, or (iii) Stock and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock), for a consideration per share less than the Market Purchase Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale, the Exercise Purchase Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) equal to the quotient derived by dividing (i) an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the issuance or sale of such shares, multiplied by the Exercise Purchase Price in effect immediately prior to such issuance or sale, and (b) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (ii) the total number of shares of Common Stock outstanding immediately after such issuance or sale; provided, however, that in no event shall the Exercise Purchase Price be adjusted pursuant to this computation to an amount in excess of the Exercise Purchase Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 9.3 hereof. For the purposes subparagraph (c) of this Section 9 the term Exercise Price shall mean the Exercise Price per share of Common Stock set forth in Section 7 hereof, as adjusted from time to time pursuant to the provisions of this Section 9section 8. For the purposes of any computation to be made in accordance with this Section 9.1subparagraph (a), the following provisions shall be applicable:

Computation of Adjusted Exercise Price. Except as hereinafter -------------------------------------- provided, in the event In case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 2.7 (g) hereof), including shares held in the Company's treasury (other than (i) the issuances or sales referred to in Section 9.7 hereof, (ii) and shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock, or (iii) Stock and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common StockStock (excluding shares of Common Stock issuable upon exercise of options, warrants or conversion rights granted as of the date hereof), for a consideration per share less than Exercise Price on the Market Price in effect date immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) equal to the quotient derived by dividing (iA) an amount equal to the sum of (X) the product of (a) the Exercise Price on the date immediately prior to the issuance or sale of such shares, multiplied by (b) the total number of shares of Common Stock outstanding immediately prior to the such issuance or sale of such sharesplus, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, and (bY) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (iiB) the total number of shares of Common Stock outstanding immediately after such issuance or sale; provided, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 9.3 2.7 (c) hereof. For the purposes of this Section 9 the term Exercise Price shall mean the Exercise Price per share of Common Stock set forth in Section 7 hereof, as adjusted from time to time pursuant to the provisions of this Section 9. For the purposes of any computation to be made in accordance with this Section 9.12.7(a), the following provisions shall be applicable:

Computation of Adjusted Exercise Price. Except as hereinafter -------------------------------------- provided, in the event the Company shall at any time after the date hereof issue or sell any shares of Common Preferred Stock (other than the issuances or sales referred to in Section 8.7 hereof), including shares held in the Company's treasury (other than (i) the issuances or sales referred to in Section 9.7 hereof, (ii) and shares of Common Preferred Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock, or (iii) Preferred Stock and shares of Common Preferred Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Preferred Stock), for a consideration per share less than the Market Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) equal to the quotient derived by dividing (i) an amount equal to the sum of (a) the total number of shares of Common Preferred Stock outstanding immediately prior to the issuance or sale of such shares, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, and (b) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (ii) the total number of shares of Common Preferred Stock outstanding immediately after such issuance or sale; provided, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Preferred Stock, as provided by Section 9.3 8.3 hereof. For the purposes of this Section 9 8 the term Exercise Price shall mean the Exercise Price per share of Common Preferred Stock set forth in Section 7 6 hereof, as adjusted from time to time pursuant to the provisions of this Section 98. For the purposes of any computation to be made in accordance with this Section 9.18.1, the following provisions shall be applicable:

Computation of Adjusted Exercise Price. Except as hereinafter -------------------------------------- provided, in the event the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 8.7 hereof), including shares held in the Company's treasury (other than (i) the issuances or sales referred to in Section 9.7 hereof, (ii) and shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock, or (iii) Stock and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock), for a consideration per share less than the Market Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) equal to the quotient derived by dividing (i) an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the issuance or sale of such shares, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, and (b) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (ii) the total number of shares of Common Stock outstanding immediately after such issuance or sale; provided, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 9.3 8.3 hereof. For the purposes of this Section 9 8 the term Exercise Price shall mean the Exercise Price per share of Common Stock set forth in Section 7 6 hereof, as adjusted from time to time pursuant to the provisions of this Section 98. For the purposes of any computation to be made in accordance with this Section 9.18.1, the following provisions shall be applicable:

Computation of Adjusted Exercise Price. Except as hereinafter -------------------------------------- provided, in the event the Company shall at any time after the date hereof issue or sell any shares of Common Stock including shares held in the Company's treasury (other than (i) the issuances or sales referred to in Section 9.7 hereof, (ii) shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock, or (iii) shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock), for a consideration per share less than the greater of the Market Price or the Exercise Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) equal to the quotient derived by dividing (i) an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the issuance or sale of such shares, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, and (b) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (ii) the total number of shares of Common Stock outstanding immediately after such issuance or sale; provided, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 9.3 hereof. For the purposes of this Section 9 the term Exercise Price shall mean the Exercise Price per share of Common Stock set forth in Section 7 hereof, as adjusted from time to time pursuant to the provisions of this Section 9. For the purposes of any computation to be made in accordance with this Section 9.1, the following provisions shall be applicable:

Computation of Adjusted Exercise Price. Except as hereinafter -------------------------------------- provided, in the event the Company shall at any time after the date hereof issue or sell any shares of Common Stock including shares held in the Company's treasury (other than (i) the issuances or sales referred to in Section 9.7 8.7 hereof, (ii) shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock, or (iii) shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock), for a consideration per share less than the Market Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) equal to the quotient derived by dividing (i) an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the issuance or sale of such shares, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, and (b) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (ii) the total number of shares of Common Stock outstanding immediately after such issuance or sale; provided, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 9.3 8.3 hereof. For the purposes of this Section 9 8 the term Exercise Price shall mean the Exercise Price per share of Common Stock set forth in Section 7 6 hereof, as adjusted from time to time pursuant to the provisions of this Section 98. For the purposes of any computation to be made in accordance with this Section 9.18.1, the following provisions shall be applicable:

Computation of Adjusted Exercise Price. Except as hereinafter -------------------------------------- provided, in the event In case the Company shall at any time after the date hereof and until this Warrant is fully exercised or terminated issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 2.7 (f) hereof), including shares held in the Company's treasury (other than (i) the issuances or sales referred to in Section 9.7 hereof, (ii) and shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock, or (iii) Stock and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common StockStock (excluding shares of Common Stock issuable upon exercise of options, warrants or conversion rights granted as of the date hereof), for a consideration per share less than the Market Exercise Price in effect immediately on the trading date one day prior to the date of issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) equal to the quotient derived by dividing (iA) an amount equal to the sum of (X) the product of (a) the Exercise Price on the date immediately prior to the issuance or sale of such shares, multiplied by (b) the total number of shares of Common Stock outstanding immediately prior to the such issuance or sale of such sharesplus, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, and (bY) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (iiB) the total number of shares of Common Stock outstanding immediately after such issuance or sale; provided, however, that (i) in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 9.3 2.7 (c) hereof. For the purposes of this Section 9 the term Exercise Price , and (ii) in no event shall mean the Exercise Price be adjusted pursuant to this computation where the consideration per share of Common Stock set forth in Section 7 hereof, as adjusted from time although less than the Exercise Price is equal to time pursuant or greater than the closing Market Price on the trading date one day prior to the provisions date of this Section 9issuance or sale of such shares. For the purposes of any computation to be made in accordance with this Section 9.12.7(a), the following provisions shall be applicable:

Computation of Adjusted Exercise Price. Except as hereinafter -------------------------------------- provided, in the event case the Company shall at any time after the date hereof issue or sell any shares of Common its Stock including shares held (as defined in the Company's treasury (Section 4(g)), other than (i) the issuances or sales referred to in Section 9.7 4(h) hereof, (ii) shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock, or (iii) shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock), for a consideration per share less than the Market Exercise Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) equal to the quotient derived by dividing (iA) an amount equal to the sum of (X) the product of (a) the total number of shares of Common Stock outstanding immediately prior to the issuance or sale of such shares, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, and multiplied by (b) the total number of shares of Stock outstanding immediately prior to such issuance or sale, plus (Y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (iiB) the total number of shares of Common Stock outstanding immediately after such issuance or sale; provided, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 9.3 4(c) hereof. For the purposes of this Section 9 4 the term Exercise Price shall mean the Exercise Price per share of Common Stock set forth in Section 7 hereofon the first page of this Warrant, as adjusted from time to time pursuant to the provisions of this Section 9. For the purposes of any computation to be made in accordance with this Section 9.1, the following provisions shall be applicable:4.

Computation of Adjusted Exercise Price. Except as ----------- -- -------- -------- ----- hereinafter -------------------------------------- provided, in the event case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances referred to in Section 8(g) hereof), including shares held in the Company's treasury (other than (i) the issuances or sales referred to in Section 9.7 hereof, (ii) and shares of Common Stock issued upon the exercise of any options, rights or warrants warrants, to subscribe for shares of Common Stock, or (iii) Stock and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock), for a consideration per share less than the Market Exercise Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) equal to the quotient derived by dividing (iA) an amount equal to the sum of (aX) the product of (a)the Exercise Price in effect immediately prior to such issuance or sale, multiplied by (b) the total number of shares of Common Stock outstanding immediately prior to the such issuance or sale of such shares, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, and plus (bY) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (iiB) the total number of shares of Common Stock outstanding immediately after such issuance or sale; provided, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 9.3 8(c) hereof. For the purposes of this Section 9 8 the term Exercise Price shall mean the Exercise Price per share of Common Stock set forth in Section 7 hereof, as adjusted from time to time pursuant to the provisions of this Section 9. For the purposes of any computation to be made in accordance with this Section 9.1, the following provisions shall be applicable:"Exercise

Computation of Adjusted Exercise Price. Except as hereinafter -------------------------------------- provided, in the event the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 8.7 hereof), including shares held in the Company's treasury (other than (i) the issuances or sales referred to in Section 9.7 hereof, (ii) and shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock, or (iii) Stock and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock), for a consideration per share less than the Market Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) equal to the quotient derived by dividing (i) an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the issuance or sale of such shares, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, and (b) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (ii) the total number of shares of Common Stock outstanding immediately after such issuance or sale; provided, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 9.3 8.3 hereof. For the purposes of this Section 9 8 the term Exercise Price shall mean the Exercise Price per share of Common Stock set forth in Section 7 6 hereof, as adjusted from time to time pursuant to the provisions of this Section 98. For the purposes of any computation to be made in accordance with this Section 9.18.1, the following provisions shall be applicable:: (i) In case of the issuance or sale of shares of Common Stock for a consideration part or all of which shall be cash, the amount of the cash consideration therefor shall be deemed to be the amount of cash received by the Company for such shares (or, if shares of Common Stock are offered by the Company for subscription, the subscription price, or, if either of such securities shall be sold to underwriters or dealers for public offering without a subscription offering, the initial

Computation of Adjusted Exercise Price. Except as hereinafter -------------------------------------- provided, in the event the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 8.7 hereof), including shares held in the Company's treasury (other than (i) the issuances or sales referred to in Section 9.7 hereof, (ii) and shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock, or (iii) Stock and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock), for a consideration per share less than the Market Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) equal to the quotient derived by dividing (i) an amount equal to the sum of (a) the total number of shares of Common Stock outstanding ou tstanding immediately prior to the issuance or sale of such shares, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, and (b) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (ii) the total number of shares of Common Stock outstanding immediately after such issuance or sale; provided, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 9.3 8.3 hereof. For the purposes of this Section 9 8 the term Exercise Price shall mean the Exercise Price per share of Common Stock set forth in Section 7 6 hereof, as adjusted from time to time pursuant to the provisions of this Section 98. For the purposes of any computation to be made in accordance with this Section 9.18.1, the following provisions shall be applicable:: (i) In case of the issuance or sale of shares of Common Stock for a consideration part or all of which shall be cash, the amount of the cash consideration therefor shall be deemed to be the amount of cash received by the Company for such shares (or, if shares of Common Stock are offered by the Company for subscription, the subscription price, or, if either of such securities shall be sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price) before deducting therefrom any compensation paid or discount allowed in the sale, underwriting or purchase thereof by underwriters or dealers or other performing similar services, or any expenses incurred in connection therewith. (ii) In case of the issuance or sale (other than as a dividend or other distribution on any stock of the Company) of shares of Common Stock for a consideration part or all of which shall be other than cash, the amount of the consideration therefor other than cash shall be deemed to be the value of such consideration as determined in good faith by the Board of Directors of the Company and shall include any amounts payable to security holders or any affiliates thereof, including without limitation, pursuant to any employment agreement, royalty, consulting agreement, covenant not to compete, earnout or contingent payment right or similar arrangement, agreement or understanding, whether oral or written; all such amounts being valued for the purposes hereof at the aggregate amount payable thereunder, whether such payments are absolute or contingent, and irrespective of the period or uncertainty of payment, the rate of interest, if any, or the contingent nature thereof; provide d, however, that if any Holder(s) does not agree with such evaluation, a mutually acceptable independent appraiser shall make such evaluation, the cost of which shall be borne by the Company. (iii) Shares of Common Stock issuable by way of dividend or other distribution on any stock of the Company shall be deemed to have been issued immediately after the opening of business on the day following the record date for the determination of stockholders entitled to receive such dividend or other distribution and shall be deemed to have been issued without consideration. (iv) The reclassification of securities of the Company other than shares of Common Stock into securities including shares of Common Stock shall be deemed to involve the issuance of such shares of Common Stock for a consideration other than cash immediately prior to the close of business on the date fixed for the determination of security holders entitled to receive such shares, and the value of the consideration allocable to such shares of Common Stock shall be determined as provided in subsection (ii) of this Section 8.1. (v) The number of shares of Common Stock at any one time outstanding shall include the aggregate number of shares issued or issuable (subject to readjustment upon the actual issuance thereof) upon the exercise of options, rights, warrants and upon the conversion or exchange of convertible or exchangeable securities.

Computation of Adjusted Exercise Price. Except as hereinafter -------------------------------------- provided, in the event case the Company shall at any time after the date hereof issue or sell any shares of Common its Stock including shares held (as defined in the Company's treasury (Section 5(g)), other than (i) the issuances or sales referred to in Section 9.7 5(h) hereof, (ii) shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock, or (iii) shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock), for a consideration per share less than the Market Exercise Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) equal to the quotient derived by dividing (iA) an amount equal to the sum of (X) the product of (a) the total number of shares of Common Stock outstanding immediately prior to the issuance or sale of such shares, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, and multiplied by (b) the total number of shares of Stock outstanding immediately prior to such issuance or sale, plus (Y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (iiB) the total number of shares of Common Stock outstanding immediately after such issuance or sale; provided, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 9.3 5(c) hereof. For the purposes of this Section 9 5 the term Exercise Price shall mean the Exercise Price per share of Common Stock set forth in Section 7 hereofon the first page of this Warrant, as adjusted from time to time pursuant to the provisions of this Section 9. For the purposes of any computation to be made in accordance with this Section 9.1, the following provisions shall be applicable:5.

Computation of Adjusted Exercise Price. Except as hereinafter -------------------------------------- provided, in the event case the Company shall at any time after the date hereof issue or sell any shares of Common Stock Stock, including shares held in the Company's treasury (other than (i) the issuances or sales referred to in Section 9.7 hereof, (ii) and shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock, or (iii) Stock and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock), for a consideration per share less than the Market Exercise Price per share of Common Stock issuable upon exercise of the Warrants, as in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale, the such Exercise Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) equal to the quotient derived by dividing (i) an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the issuance or sale of such shares, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, and (b) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (ii) the total number of shares of Common Stock outstanding immediately after such issuance or sale; provided, however, that in no event shall the such Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 9.3 8.3 hereof. For the purposes of this Section 9 the term Exercise Price , and provided, further, that in no event shall mean the Exercise Price per share be adjusted pursuant to this Section 8 as a direct consequence of the issuance of shares of Common Stock set forth upon the exercise of options, warrants or other rights to cause the Company to issue shares of Common Stock in Section 7 effect on the date hereof and described in the Prospectus included in the registration statement filed by the Company in connection with the Public Offering (the "Prospectus"), including without limitation shares of Common Stock issuable upon conversion of that Convertible Promissory Note of the Company, dated as of October 30, 1996, in the aggregate principal amount of $7,863,000, and the issuance of an aggregate of 2,000 shares to be issued to directors-elect of the Company as described in the Prospectus, or as a direct consequence of the issuance of options under stock option or stock incentive plans that have been adopted by the Board of Directors on or before the date hereof, as adjusted from time to time pursuant to provided that such options have been granted with an exercise price no less than the provisions fair market value of this Section 9. For the purposes shares of any computation to Common Stock or other securities for which such options may be made in accordance with this Section 9.1exercised, on the following provisions shall be applicable:date such options are granted.

Computation of Adjusted Exercise Price. Except as hereinafter -------------------------------------- ----------- -- -------- -------- ----- provided, in the event case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances referred to in Section 8(g) hereof), including shares held in the Company's treasury (other than (i) the issuances or sales referred to in Section 9.7 hereof, (ii) and shares of Common Stock issued upon the exercise of any options, rights or warrants warrants, to subscribe for shares of Common Stock, or (iii) Stock and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock), for a consideration per share less than the Market Exercise Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) equal to the quotient derived by dividing (iA) an amount equal to the sum of (aX) the product of (a)the Exercise Price in effect immediately prior to such issuance or sale, multiplied by (b) the total number of shares of Common Stock outstanding immediately prior to the such issuance or sale of such shares, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, and plus (bY) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (iiB) the total number of shares of Common Stock outstanding immediately after such issuance or sale; provided, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 9.3 8(c) hereof. For the purposes of this Section 9 the term Exercise Price shall mean the Exercise Price per share of Common Stock set forth in Section 7 hereof, as adjusted from time to time pursuant to the provisions of this Section 9. For the purposes of any computation to be made in accordance with this Section 9.1, the following provisions shall be applicable:.

Computation of Adjusted Exercise Price. Except as hereinafter -------------------------------------- provided, in the event case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 8.7 hereof), including shares held in the Company's treasury (other than (i) the issuances or sales referred to in Section 9.7 hereof, (ii) but excluding shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for and shares of Common Stock, or (iii) shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares or pursuant to employee benefit plans approved by a majority of Common Stockthe Company's entire Board of Directors), for a consideration per share less than the Market Price in effect per share of Common Stock on the date immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale, the Common Stock Exercise Price shall (until another such issuance or sale) sale or other event giving rise to an adjustment to the Common Stock Exercise Price pursuant to this Section 8) be reduced to the price (calculated to the nearest full cent) equal to the quotient derived by dividing (i) an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the such issuance or sale of such shares, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, and plus (b) the number of shares of Common Stock which the aggregate of the amount of all consideration, if any, consideration received by the Company upon in connection with such issuance or salesale would purchase at such Market Price, by (ii) the total number of shares of Common Stock outstanding immediately after such issuance or sale; provided, however, that in no event shall the Common Stock Exercise Price be adjusted pursuant to this computation to an amount in excess of the Common Stock Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, Stock as provided by Section 9.3 8.3 hereof. For the purposes of this Section 9 8, the term Common Stock Exercise Price shall mean the Common Stock Exercise Price per share of Common Stock set forth in Section 7 6 hereof, as adjusted from time to time pursuant to the provisions of this Section 9. For the purposes of any computation to be made in accordance with this Section 9.1, the following provisions shall be applicable:8.

Computation of Adjusted Exercise Price. Except as hereinafter -------------------------------------- provided, in the event case the Company shall at any time after the date hereof issue or sell any shares of Common its Stock including shares held (as defined in the Company's treasury (Section 8(e)) hereof other than (i) the issuances or sales referred to in Section 9.7 hereof, (ii8(f) shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock, or (iii) shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock), hereof for a consideration per share less than the Market Exercise Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) be reduced concurrently with such issue, to the a price (calculated to the nearest full cent) equal to the quotient derived by dividing (iA) an amount equal to the sum of (X) the product of (a) the total number of shares of Common Stock outstanding immediately prior to the issuance or sale of such shares, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, and multiplied by (b) the total number of shares of Stock outstanding immediately prior to such issuance or sale, plus (Y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (iiB) the total number of shares of Common Stock outstanding immediately after such issuance or sale; provided, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a subdivision or combination of outstanding shares of Common Stock, as provided by Section 9.3 8(c) hereof. For the purposes of this Section 9 8, the term Exercise Price shall mean the Exercise Price per share of Common for the Series A Preferred Stock set forth in Section 7 1 hereof, as adjusted from time to time pursuant to the provisions of this Section 98. For the purposes of any computation to be made in accordance with this Section 9.18(a), the following provisions shall be applicable: